332553670000

ANNUAL ACCOUNTS

MTV Networks B.V.,

AMSTERDAM

2007

c- www.comPAnVoinFO
MTV Networks B.V.
AMSTERDAM (in ·000)

Contents

Directors report 3

Financial statements 6

Balance sheet as at 31 December 2007 7

Income statement 2007 9

Notes to the balance sheet and income statement 10

General 10

2 Principles of valuation of assets and liabilities 11

3 Principles of determination of result 14

4 Notes to the balance sheet 17

5 Notes to the income statement 24

6 Supplementary information 26

Other information 31

Appropriation of net result 31

Auditors' report 32

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MTV Networks B.V.
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Directors report
The Directors present their report and audited financial statements of MTV Nelworks SV. for the year
ended december 31,2007.

1.1 General

The Directors herewith submit the financial statements for the year ended december 31, 2007. The
immediate parent company is Viacom Global (Netherlands) SV .. lI's ultimate parent company is Viacom
Inc., New Vork, United States of America.

1.2 Principal activity

The company is incorporated in the Netherlands with its statutory seat in Amsterdam. The company's main
activities are establishing and operating television stations and all retating activities that support or
promote that activity.

1.3 Result tor the year

The result for the year amounted to a net profit of € 3.888.000 (2006 net profil: € 26.901.000) was derived
from continuing operations. The Directors recommend the profit be added to retained earnings and carried
forward pending a decision of the shareholders in the General Meeting regarding any distribution. The
Directors do not recommend the payment of a dividend.

1.4 Future developments

No major changes are envisaged in the company's activities during the coming year. There are no plans
for significant investments in the future and no changes in the financing structure or the number of
employees are foreseen.

1.5 Subsequent events

In 2008 Ihe Company paid EUR 16.267.259 cash 10 Viacom Aqcuisilion KK in Tokyo, Japan. The
Company established also a loan receivable from VAKK for the amount of EUR 62.114.002 and recorded
a capital contribution from Viacom Global (Netherlands) SV. The cashpayment was capitalized and the
investment in VAKK increased with 16.267.259. The loan receivable from VAKK was also capitalised by
the Company and the investment in VAKK increased wilh EUR 62.114.002.

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1.6 Business risks

The management of the Company and execution of the Company"s strategy are subject to a number of
risks. The Directors have identified the need to manage the Company's material financial risks, including
foreign exchange, liquidity, credit and interest rate risks. These risks are monitored through a Group
Treasury management function which invests surplus funds, mitigates foreign exchange exposure and
manages borrowings for Viacom Inc. group companies (the 'Group').

Group Treasury also seeks to limit counter-party risk by conducting all of its banking and dealing activities
with a limited number of major international banks, whose status is kept under review.

Liquidity Risk

The Company finances its operations through a combination of retained earnings and intercompany loans.

Interest Rate Risk

To the extent th at the Company enters into banking arrangements, the Company's exposure to interest
risk arises on the surplus cash bank accounts on which the interest income is based on LlBOR -O.25bp.
For the deficit bank accounts the interest expenses are based on LlBOR +O.25bp. The Company does not
participate in interest rate hedging.

Credit Risk

The Company has implemented policies that require appropriate credit checks on potential customers
before sales are made. The amount of exposure to any individual counterparty is subject to a limit, which
is reassessed annually by the managing directors.

Foreign Exchange Risk

To the extent th at the Company enters into banking arrangements and inter company agreements in
currencies different to that of the Company's functional currency, there is an exposure to movements in
exchange rates. The Company does not participate in cross-currency hedging.

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MTV Networks B.V.
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1.7 Directors

The persons who serve as Directors of the Company are:

th
Mr. R. Affourtit (appointed August 18 , 2000)

Mr. M.D. Ligtvoet (appointed September 3"',2004)

Mr. M. de Ruiter (appointed of December 21 th , 2004)

Mrs. l.I. Kirby (appointed of September 24'h, 2007)

th
Mr. J.R. Currell (appointed of November 5 , 2007)

Amsterdam, March 26, 2009

Currell, J.R.
(Director)

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MTV Networks B.V.
AMSTERDAM (in '000)

Financial statements

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MTV Networks B.V.
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Balance sheet as at 31 December 2007

(after proposed appropriation of result)

31 December 2007 31 December 2006

Assefs

Non-CIJrrent assets

Intangible assets 4.1 31.435 32.404

Property. plant and equipment 4.2 7.374 8.500
Financial assets 4.3 31.615 31.615
70.424 72.519

Current assets
Receiv$bles 4.4 49.210 23.507
Cash and cash equivalents 4.5 14.961 28.506
64.171 52.013

134.595 124.532

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MTV Networks B.V.
AMSTERDAM (in '000)

31 December 2007 31 December 2006

Liabilities

Shareholders' equity 4.6

Share capital 19 19
Share premium 5.793 5.793
Retained eamings 37.275 10.374
Result for the year 3.888 26.901
46.975 43.087

Provisions 4.7 4.924 5.795

Non-current liabilities 4.8 52.042 46.303

Current liabilities 4.9 30.654 29.347

134.595 124.532

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MTV Networks B.V.
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Income statement 2007

2007 2006

Revenue 5.1 34.137 34.993

Cast of sales -1.345 -1.611

Gross profit 32.792 33.382

Selling expenses 3.938 6.519

General and administrative expenses 24.196 21.123
Other aperating expenses 8.254 8.499
Total expenses 36.388 36.141

Operating result -3.596 -2.759

Other aperating incame 5.4 7.603 34.933

Finance casts 5.5 370 4.333

Operating income before taxation 4.377 36.507

Income tax expenses 489 9.606

Profitl(lass) for the year 3.888 26.901

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Notes to the balance sheet and income statement

1 General

1. 1 Activities
The activities of the company and its subsidiaries mainly comprise:

- running television stations which wiJl produce, provide and broadcast commercial television programmes
nationwide via cabie, satellite or other distribution methods;

- operating and distributing associated websites;

- maintaining telecommunication nelworks and television studios necessary to the production of television
programmes and/or websites.
- holding of investments

1.2 Group structure

MTV Nelworks BV. is a subsidiary of Viacom Global (Netherlands) B.V. The ultimate parent company of
th is company is Viacom Inc., a company incorporated in the United States.

1.3 Conso/idation
In accordance with artiele 408, 800k 2 of the Dutch Civil Code no consolidated financial data relating to
the subsidiary companies have been disclosed in these financial statements. The financial data of the
company and its subsidiaries are included in the consolidated group accounts of Viacom Inc. These
accounts have been prepared in accordance with generally accepted accounting principles in the United
States. The group accounts of Viacom Inc. are filed at the Chamber of Commerce in Amsterdam.

1.4 Re/ated parties

All group companies mentioned in Note 4.3 above and the associates mentioned in Note 6.3 below are
considered to be related parties. The ultimate parent company Viacom Inc. also qualifies as a related
party.

1.6 Cash flow statement

The financial statements of the Company are included in the consolidated financial statements of Viacom
Inc., United States, which are filed separately at the Chamber of Commerce in Amsterdam. Consequently,
the Company has taken advantage of the exemption from preparing a cash flow statement as described
by the Dutch Accounting Standards Board Guideline 360, paragraph 104.

1.6 Estimates
In applying the accounting policies and guidelines for preparing the financial statements, the Management
Board of the Company makes a range of estimates and judgments that mighl be essential for the amounts
disclosed in the financial statements. If necessary for the purposes of providing the view required under
Section 362(1), Book 2, of the Netherlands Civil Code, the nature of these estimates and judgments,
including the related assumptions, is disclosed in the noles to the financial statement items in question.

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MTV Networks B.V.
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2 Principles of valuation of assets and liabilities

2.1 General
The financial statements have been prepared in accordance with the statutory provisions of Part 9, Book
2, of the Netherlands Civil Code and the firm pronouncements in the Guidelines for Annual Reporting in
the Netherlands as issued by the Dutch Accounting Standards Board. The financial statements are
denominated in euros.

In general, assets and Iiabilities are stated at the amounts at which they were acquired or incurred, or fair
value. If not specifically stated otherwise, they are recognised at the amounts at which they were acquired
or incurred. The balance sheet, income statement and cash flow statement include references to the
notes.

2.2 Comparison with prior year

The principles of valuation and determination of result remained unchanged compared to the prior year.

2.3 Foreign currencies

Functional currency
The financial statements are denominated in euros, i.e. the functional and reporting currency of MTV
Networks B.v.

Transactions, receivables and debts

Transactions denominated in foreign currencies in the reporting period are recognised in the financial
statements at the exchange rate ruling at the transaction date. Monetary assets and liabilities
denominated in foreign currencies are translated at the rate of exchange prevailing at the balance sheet
date. Exchange differences resulting from settlement and translation are recognised through profit or 1055.

Where the currency risk on monetary assets and liabilities has been hedged, translation gains and losses
are not yet taken to the income statement, but included under accruals and deferrals if unrealised gains on
these hedges should neutralise these gains or losses at the balance sheet date.

Exchange differences on foreign-currency loans conlracled 10 finance a nel inveslmenl in a foreign

operation are recognised in the statulory reserve for translation differences if and wh en such loans
effeclively hedge the exchange rale exposure on Ihal nel inveslmenl in a foreign operalion.

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2.4 Intangible assets

Goodwill
Goodwill arising from acquisitions is capitalised and amortised on a straight-line basis over the estimated
economie life with a maximum of 20 years.

Other
Other intangible assets are valued at acquisition cost and amortised on a straight-line basis over the
remaining economie Iife based on the underlying license.

For determining whether an impairment charge in respect of an intangible fixed asset applies, reference is
made to note 2.7.

2.5 Property, plant and equipment

Property, plant and equipment is valued either at cost plus additional direct expenses, less straight-Iine
depreciation over the estimated economie life.

Any impairment as at the balance sheet date is taken into account. For determining whether an
impairment charge in respect of an intangible fixed asset applies, reference is made to note 2.7.

2.6 Financial assets

Group companies
As a consequence of applying artiele 408, Book 2 of Ihe Dulch Civil Code, group companies in which Ihe
Company exercises less than 20% and more Ihan 50% are carried at cost the or lower markei value. A
provision against subsidiaries whose net equity value is below their carrying value is made only when
management believes that the diminution is of permanent nature. Investments between 20% and 50% are
accounted for at net equity value.

Associated companies
Participating interests in which no significant influence can be exercised are stated at acquisition price. If
an asset qualifies as impaired, it is measured at its impaired value; any write-offs are disclosed in the
income statement.

Other receivables
Olher receivables disclosed under financial assels are slaled al Ihe fair value of Ihe amounl owed, which
normally consists of its face value net of any provisions considered necessary.

2.7 Impairment of non-current assets

On the balance sheel date, the Company tesis whelher there are any indicalions of an asset which could
be subjecl to impairment. If Ihere are such indications, Ihe recoverable amount of the assel concerned is
estimated. If Ihis is not possible, the recoverable amount of the cash-generating unit to which Ihe asset
belongs, is identified. An asset is subject to impairmenl if its book value is higher than its recoverable
value; the recoverable value is Ihe higher of Ihe realisable value and the value to the business.

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MTV Networks B.V.
AMSTERDAM (in '000)

2.8 Receivables
Trade receivables are carried at the fair value of the consideration, usually its face value. If payment of the
receivable is postponed under an extended payment deadline, fair value is measured on the basis of the
discounted value of the expected revenues. The difference between fair value and face value is accounted
for as interest income during the period up to the expected receipt of payment. A provision is made for
expected bad debts.

2.9 Cash and cash equivalents

Cash and cash equivalents consists of cash in hand, cash at banks and deposits with a maturity of less
than twelve months. Current account liabilities at banks are recognised under bank overdrafts forming part
of curren! liabilities.

2.10 Deferred tax assets and liabilities

Deferred income tax assets and liabilities are recognised to provide for temporary differences between the
tax bases ol assets and liabilities, and their carrying amounts in the financial statements. Delerred income
tax is determined using tax rates prevailing at the balance sheet date or the rates that will apply in the
luture, in$ofar as these have been enacted.

Deferred income taxes are recognised lor temporary differences concerning group companies, associates
and joint ventures, unless MTV Networks B.v. is ab Ie to determine the moment ol expiry ol the temporary
difference and it is not likely that the temporary difference will expire in the loreseeable future. Delerred
income taxes are recognised at lace value.

2.11 Non-cuffent Iiabilities

Non-current liabilities are carried at amortised cost, being the amount received taking account ol any
premium or discount, less transaction costs. The difference between the carrying amount determined and
the ultimate repayment value, together with the interest due, is determined such that the effective interest
is taken to the income statement during the term ol the liabilities.

2.12 Leasing

Financiallease
The Company leases part of the equipment and has, to a large extent, the risks and rewards incidental to
ownership of these assets. When the lease contract is entered into, the assets are capitalised on the
balance sheel allheir lair value, or Ihe cash value ollhe minimum lease lerms, il lower. The lease.
amounts payable are split on a linear basis between aredemption and interest part, based on a fixed
interesl rale. The relating lease obligations, excluding the interest element, are taken up under non-current
liabilities. The interest component ol the lease term is recognised in the income statement. The relating
assets are depreciated over the remaining economie lile or lease term, if shorter.

Operationallease
Lease contracts lor which a large part ol the risks and rewards incidental to ownership ol the assets does
not lie with Ihe Company, are recognised as operationalleases. Obligations under operationalleases are
recognised on a straight-line basis in the income statement over Ihe term ol the contract, taking into
account reimbursements received from the lessor.

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3 Principles of determination of result

3.1 General
The result represents the difference between the value of the services rendered and the costs and other
charges for the year. The results on transactions are recognised in the year they are realised; losses are
taken as soon as they are foreseeable.

3.2 Revenue recognition

Revenue from advertising is recognised when all significant risks and rewards incidental to the ownership
of the advertising are transferred to the buyer. Revenue from the provision of services is recognised under
the percentage-of-completion method based on the services performed to the balance sheet date as a
percentage of the total services to be performed.

Revenue related to projects in progress for third parties comprises contractually agreed considerations,
upward/downward contract variations, and claims and allowances where it is likely that that income will be
realised and can reliably be measured.

Royalty income is allocated to the reporting period in accordance with the substance of the relevant
agreements.

3.3 Revenue
Revenue is determined as income from the supply of goods and services, less discounts and such like,
exclusive of revenue taxes.

Revenue is determined as income from the supply of goods and services, less discounts and such like,
exclusive of revenue taxes.

Revenue includes:

- advertising sales consisting of airtime revenue and sponsorships on analogue television stations',

- online and digital media sales including banner sales and online sponsorships and revenue from
consumers through SMS and 0900 phone numbers;
- syndication sales resulting from the exploitation of the brands of MTV Networks;

- barter sales representing agreements with third parties, which wilt invoice an equal amount in barter cost;

- affiliate sales consisting of sales of digital channels to distributors throughout Scandinavia and emerging
markets (Eastern Europe, Israel and South Africa);

- other sales including ticket sales, distribution services and other incidental revenues.

3.4 Costs
Costs are recognised at the historical cost convention and are allocated to the reporting year to which they
relate.

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3.5 Cost of sales

Cost of sales represents the direct and indirect expenses atlributable to revenue, including uplink and
transmission costs, studio costs and license fees.

3. 6 Selling expenses
Selling expenses concern the direct expenses of the sales activities. Selling expenses also include the
costs for sponsorships and events.

3.7 General and administrative expenses

General and administrative expenses include the expense of the directors and the administration
departmerlt.

3.8 Personnel remuneration

Regular payments
Salaries, wages and soeial security costs are charged to the income statement when due, and in
accordance with employment contracts and obligations.

Pensions
The Company runs a defined benefit scheme. This career average-pay pension plan is accommodated by
the industry sector pension fund, PNO Media. The Group has accounted for the defined benefit scheme as
if it was a defined contribution scheme.

Share option plan

The Company operates a share option plan for directors and personnel.

No cost is allocated to the share options, except where the market value at the time of the options being
granted is higher than the exercise price. In such a case, the difference between the market price and
exereise price is recorded in the income statement. If a change in exercise price takes place during the
course of Ihe option period, th en subsequent changes in market prices are recorded in the income
statement, insofar that the intrinsic value is positive.

3.9 Depreciation
Intangible assets, including goodwill, are amortised and property, plant and equipment depreciated over
their expected usefullives as from the inception of their use. Land and investment property are not
depreciated. Future depreciation and amortisation is adjusted if there is a change in estimated usefullife.

Gains and losses on the sale of property, plant and equipment are included in depreciation.

3. 10 Other operating income

Other operating income includes recharges to other Viacom entities and income which does not fall within
the regular operations.

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3. 11 Finance costs

Interest income and expenses

Interest income and expense are time apportioned, taking into account the effective interest rate for the
relaling assels and liabilities.

Oividends
Dividends receivable from participations are recognised as soon as the Company acquired the right to the
dividends.

3.12 Taxation
Tax on result is calculated on the profiUloss before taxation in the income statement, taking into account
any losses carried forward from previous financial years, tax-exempt items and non-deductible expenses,
and using current tax rates. Account is also taken of changes in deferred tax assets and deferred tax
liabilities owing 10 changes in the applicable tax rates.

3.13 Financial instruments

Market risk
The Company mainly operales in Ihe European Union. The currency risk for the Company largely
concerns positions and future transactions in US dollars and pounds Sterling. The denominated currency
is euros, 50 the currency risk is minimal and there is no hedging.

Interest rate risk

The company incurs interest rate risk on interest-bearing receivables (in particular those included under
finallcial assets, securities and cash) and on interest-bearing non-current and current liabilities (inciuding
borrowings).

Where variable-interest loans are concerned, MTV Networks B.V. incurs risk regarding future cash flows.

Credit risk
MTV Networks B.v. does not have any significant concentrations of credit risk. Sales are made to
cuslomers that meet the company's credit rating. Goods are sold/services provided subject to payment
deadlines for 30 days. A different payment period may apply to major supplies, in which case additional
securities are demanded, inciuding guarantees.

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4 Notes to the ba la nee sheet

4. 1 Intangible assets

Goodwill Other Total

01 January 2007
Acquisition costs 40.942 6.936 47.878
Accumulated amortisation -11.430 -4.044 -15.474

Book value 29.512 2.892 32.404

Movemenls 2007
Additions 0 2.391 2.391
Disposals 0 -1.441 -1.441
Amortisation -2.047 -1.313 -3.360
Amortisation disposals 0 1.441 1.441

-2.047 1.078 -969

31 December 2007
Acquisition casts 40.942 7.886 48.828
Accumulated amortisation -13.477 -3.916 -17.393

Book value 27.465 3.970 31.435

Amortisation rates 5,0% 20-33,3%

The goodwill resulted from the acquisition of TMF B.V. in 2001. Subsequent to the acquisition date, the
assets, liabilities and activities of TMF were included in MTV Networks B.v. and the company TMF B.V.
was liquidated.

Other intangible assets comprise the Nickelodeon library for Scandinavia and emerging markets acquired
per 1 January 200:3 from Nickelodeon International Ltd. and the cost of subsequent additions to the library.
Amortisation is calculated based on the estimated economie life of the individual titles.

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4.2 Property, plant and equipment

Leasahold
Machlnery and Other non· Improve-
equlpment current aSBets ments Transponder Total

01 January 2007
At cost 1.874 701 3.300 4.214 10.089
Accumulated decreases in value
and depreciation ·285 ·59 ·1.037 ·208 ·1.589

Book value 1.589 642 2.263 4.006 8.500

Movements 2007
Acquisi/ions:
Additions 1.413 172 0 0 1.585
Disposals 0 0 -484 0 ·484
Revaluations 0 0 19 19
Decreases in value:
Depreciation ·820 ·43 ·738 ·847 -2.448
Depreciation disposals 0 0 202 0 202

593 129 -1.020 -828 -1.126

31 December 2007
At cost 3.287 873 2.816 4.233 11.209
Accumulated decreases in value
and depreciation -1.105 -102 -1.573 -1.055 -3.835

Book value 2.182 771 1.243 3.178 7.374

Depreciation rates 10-25% 20,0% 10-25% 20,0%

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4.3 Financiaf assets

Invastments In
group Associated Other
companies companias Joint ventures raceivables Total

01 January 2007
Baak value 18.446 12.021 o 1.148 31.615

Movemenls 2007
Additions o 200 o o 200
Impairment charge o -200 o o -200

31 December 2007
Book value 18.446 12.021 o 1.148 31.615

In 2007 the Company acquired a 100% share in MTV Nelworks Africa (pty) Ltd, South Africa, from Viacom
Global (Netherlands) B.V. tor an inmaterial amount.

The Company acquired 50% in TMF Radio V.O.F. in December 27,2006 tor EUR 20ok. For business
reasons it was decided to stop with TMF Radio V.O.F. at October 1, 2008. Theretore the investment has
been impaired.

Participations
Participations directly held by MTV Nelworks B.v. are:
Share in
equity

Inveslmenls in group companies and statutory seat

MTV Nelworks Productions BV, Amsterdam, The Netherlands 100,00%
Preview Investments B.v., Amsterdam, The Netherlands 100,00%
MTV Nelworks Japan B.V., Amsterdam, The Netherlands 100,00%
MTV Nelworks Belgium BVBA, Lint, Belgium 93,00%
MTV Nelworks SARL, Paris, France 100,00%
MTV Nelworks LDA, Lisbon, Portugal 95,00%
Viacom Holdings Brasil LTOA, Sao Paulo, Brasil 93,00%
'Game One SAS, Paris, France 62,00%
Viacom Acquisition K.K., Tokyo, Japan 100,00%
MTV Nelworks Polska VOF, Amsterdam, The Netherlands 50.00%
MTV Nelworks Africa (pty) Ltd 100,00%

Joint ventures and associated companies

MTV Group Japan K.K., Tokyo, Japan 19,53%
MTV Channel Espana SL, Madrid, Spain 5,00%
MTV Nelworks de Mexico S de RL de CV, Mexico City, Mexico 1,00%
Servicios para Empresas de Entretenimiento S de RL de CV, Mexico City, 1,00%

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Other receivables
Other receivables include an interest-bearing loan to group company Game One SAS. This loan bears
interest at EONIA +2.5% per year. No repayment schedule is in place.

4.4 Receivables
2007 2006

Trade debtors 8.763 4.401

Amounts due trom affiliated companies 35.889 14.781
Accrued income 4.001 3.338
Other receivables and prepayments 557 987

49.210 23.507

4.5 Cash and cash equivalents

All cash and bank balances are available on demand. The Company participates in a JP Morgan Chase
cash pool that has a gross overdraft limit of $ 75 million.

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4.6 Shareholders' equity

Share capital
The authorised share capitalof the company amounts to EUR 90.000 and consists of 180 ordinary shares
of EUR 500 each.

Issued share capital amounts to €18.500 and consists of 37 ordinary shares with a nominal value of
EUR 500 each (2006: 37).

On 23 December 2005, 37 shares in the capitalof the Company, jointly representing the entire issued
share capitalof the Company, were transferred from Viacom International (Netherlands) B.v. to Viacom
Global (Netherlands) B.v.

The movements in shareholders' equity are as follows:

Issued share Share Rotalnod Result for ths

capitai premium earnlngs yoa, Totat

01 January 2006 19 2.167 18.701 -8.327 12.560

Movements 2006
Share issue 0 3.626 0 0 3.626
Appropria!ion of resul! prior year 0 0 -8.327 8.327 0
Result current year 0 0 26.901 26.902

0 3.626 -8.327 35.228 30.527

31 December 2006 19 5.793 10.374 26.901 43.087

Issued share Share Retained Result for tha

capitai premium earnlngs year Total

01 January 2007 19 5.793 10.374 26.901 43.087 .

Movements 2007
Appropriation of result prior year 0 0 26.901 -26.901 0
Result current year 0 0 0 3.888 3.888

0 0 26.901 -23.013 3.866

31 December 2007 19 5.793 37.275 3.888 46.975

In 2005 the Company issued one share with a nominal value of €500 to Viacom Global (Netherlands) B.v.
The contribution on the share issued consisted of shares in Viacom Holdings Brasil representing 93% of
the issued share capitalof Viacom Holdings BrasiI.

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4.7 Provisions

Movemenls in provisions are specified as follows:

Deferred tax
liablUli.. Total

01 January 2007 5.795 5.795

o
Move income statement -339 -339
Movement trom entities in fiscal unity -532 -532

31 December 2007 4.924 4.924

4.8 Non-current liabilities

2007 2006

Financial lease obligations 3.012 3.093

Loan !rom parent company 49.030 43.210

52.042 46.303

Financia//ease obligations
Repayment liabililies within 12 months of Ihe end of Ihe linancial year amounting la EUR 974.000. are
ineluded under Ihe eurrent liabilities. The remaining leaseperiod is less than live years.

Laan (rom affiliate company

Durin9 2005 Ihe laan from farmer parent eompany. Viacom Global (Nelherlands) B.V. was transferred la
Viaeom Overseas Holding C.v. in Curacao. Netherlands Anlilles. The loan is denominated in US Dollars
and bears na interest. No repayment sehedule is in plaee.

4.9 Curren! liabi/ities

2007 2006

Trade creditors 471 2.402

Amounts due to affiliated companies 12.893 4.292
Corporate income tax 6.015 3.945
Taxation 64 0
Accruals and deterred income 9.978 16.527
Other Iiabilities 1.233 2.181

30.654 29.347

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4.10 Commitments not ine/uded in the ba/anee sheet

Third-party fiability
The Company is a partner in MTV Nelworks Pols ka VOF in Amsterdam. As such, it is jointly and severally
liable for all debts incurred by MTV Nelworks Pols ka VOF.

Pension obligations
The Company has made use of the option to account for a defined benefit scheme as a defined
contribution scheme. Therefore, the risks relating to this pension scheme are not reflected in the balance
sheet.

Fiseaf unity
The Company forms a fiscal unity for corporate income tax with MTV Nelworks Productions S.v., MTV
Nelworks Japan S.v., Invisions Holding S.v., and MTV Nelworks Pols ka v.o.f. retrospectively since
January 1, 2006. Head of the fiscal unity is MTV Nelworks S.v.

Lease commitments
The lease commitments as at 31 December 2007 can be specified as follows:

Term < 1 year Term 1~5 Vaars Term> 5 vaars Total

€OOO €'OOO €'OOO €OOO

Rent agreements buildings 930 5.088 3.534 9.552

Equipment 476 1.291 2 1.769
Other 939 1.122 0 2.061

31 December 2007 2.345 7.501 3.536 13.382

23
MTV Networks B.V.
AMSTERDAM (in '000)

5 Notes to the income statement

5.1 Revenue
,he revenue increased by -2,4% compared to last year.

Revenue split by region:

2007 2006

Netherlands 32.507 30,062

Europe 1.668 4.443
Rest of the world -38 488

34.137 34.993

Revenue split by order type:

2007 2006

Advertising 25.292 25.566

Syndication 0 3.048
Barters 2.906 3.315
Online -1 13
Affiliates 4.339 2.212
Others 1.501 436
Mobile Other 100 403

34.137 34.993

5.2 Wages, salaries and social security costs

2007 2006

Wages and salaries 6.330 7.928

pension costs 379 469
Other soeial seeurity costs 550 758
Other personnel eosts 978 1.150

8.237 10.305

5.3 Amortisation of intangible assets and depreciation of property, plant and equipment and other
changes in value
Amortisation and depreciation
2007 2006

Intangible assets (note 4.1) 3.360 3.180

Property, plant and equipment (note 4.2) 2.448 1.426

5.808 4.606

5.4 Other operating income

The other operating income conlains the income of intercompany recharges. In 2006 an incidental receipt
of EUR 22,7 million was included related to the termination of a sales contract.

24
MTV Nelworks B.V.
AMSTERDAM (in '000)

2007 2006

Other operating income 7.603 34.933

7.603 34.933

5.5 Finance casts

2007 2006

Result on participations carried at net asset value 3.439 2.650

Interest income 701 255
Interest expense -2.858 -277
Foreign exchange gains/(Iosses) -912 1.705
370 4.333

The income tax expense of € 489k can be broken down as follows:

2007 2006

Operating income 4.377 36.507

Income tax expense 489 9.606

Effective tax rate 11% 26%

Applicable tax rate 25,50% 29,60%

2007

Operating income before taxation in the financial statements 4.377

Current year taxation 1.051

Deferred tax liability -339
Taxation prior years due to corrected estimates and final tax assessments -223
489

The applicable tax rate is based on !he Dutch tax rate.

The effeclive tax rate differs from the applicable lax rate due to the amortisation of goodwill. which is not
tax-facilitated. The effective tax rate differs from last year's rate due to the relatively higher amortisation of
goodwill in the income statement.

25
MTV Networks B.V.
AMSTERDAM (in '000)

6 Supplementary information

6.1 Employees
During th is linancial year an average of 111 employees (2006: 158) were employed by the company.

6.2 Equity incentive plan

Financial instruments are used to reduce interest rate and foreign currency risks. Financial instrumenls are
nol used for speculative purposes. Foreign currency inslrumenls are used 10 reduce the foreign currency
risk arising on operating activities and financing in foreign currencies. Forward exchange contracts with a
lerm of up 10 one year are used 10 hedge the foreign currency risks from operating activities. The valuation
of these contracts at year-end rates, equals the valuation of the respective business transactions.

The exercise price of options granted shall not be less than the fair market value ot the common stock on
the date of grant. Oplions generally vest equally over a four-year period trom Ihe date of grant and have a
maximum term of up 10 10 years after the date of grant. Restricted share units vest equally over a live-
year period trom the date of grant.

Share options
The movements in share options outstanding can be specilied as follows:

Weighted
Number of average
share options exerclsa price

Outstanding as at 1 January 2007 34.592 $ 50,09

Granted 6.794 $ 43,86

Exercised 350- $ 36,78
Forfeited or cancelled 18.657- $ 53,24

Outstanding as at 31 December 2007 22.379 $ 45,78

Options exercisable at 31 December 2006 24.499 $ 54,26

Options exercisable at 31 December 2007 9.799 $ 50,75

26
MTV Networks B.V.
AMSTERDAM (in '000)

As at 31 December 2007 the share options outstanding can be specified as follows:

Wolghtod
average
remalnlng
Number of contractual
Exercise price share optlons IIfo (yoars)

$30.00 to $39.99 5.600 6,40

$40.00 to $49.99 13.609 4.88
$50.00 to $59.99 1.585 0,02
$60.00 to $69.99 1.585 0,02

Outstanding as at 31 December 2007 22.379

Res/rie/ed share units

The parenl company delermined in 2005 10 granl reslricted share units to participating managers who
previously received non-qualilied share options in previous years. The grant-date fair value of the
restricted share units was $ 52.37 and the restricted units vest rateably over a live-year period.

The movements in restricted share units outstanding can be specified as follows:

Number of Wolghtod
restrlcted avorago grant·
share units date fair valuo

Outstanding as at 1 January 2007 1.448 $ 38,20

Granted 2.657 $ 43,86

Veoted -377 $ 38,60
Forfeited -1.081 $ 43,03

Outstanding as at 31 December 2007 2.647 $ 41,85

27
MTV Networks B.V.
AMSTERDAM (in '000)

6.3 Relaled parties

All Viacom group companies and Ihe participalions menlioned in nole 6 are considered 10 be relaled
parties. Relaled party transactions are made at arm's length.

Balance sheel posilions wilh affiliated companies are as follows:

2007 2006
Amounls due trom affilialed companies

MTV Nelworks Polska VOF 5.902 6.522

MTV Nelworks Belgium BVBA 5.237 0
Kindernet CV. 0 4.201
MTV Nelworks Productions B.V. 20.941 1.175
MTV Nelworks Europe 1.124 1.783
Nickelodeon International Ltd. 2.351 1.045
MTV Nelworks NY 195 0
Other 139 55

35.889 14.781

2007 2006
Amounls due 10 affilialed companies

The Box Holland BV. 5.609 2.997

MTV Nelworks AB 158 55
MTV Nelworks Europe 4.488 0
MTV Nelworks Polska VOF 670 0
MTV Nelworks Belgium BVBA 0 1,222
Viacom Global (Netherlands) BV. 1.950 18
Other 18 0

12.893 4.292

28
MTV Networks B.V.
AMSTERDAM (in '000)

Sales to affiliated companies and costs charged by affiliated companies are as follows:

2007 2006
Sales to affiliated companies

M1V Networks Polska VOF o 3.048

M1V Networks Productions B.v. o 2.641
Kindernet C.v. 774 1.667
M1V Networks Belgium BVBA 6.119 1.137
Nickelodeon International Ltd. 1.177 705
The Box Holland BV. 367 1.066
M1V Networks Europe 5.392 5.634
M1V Networks International 5.945 o
19.774 15.898

2007 2006
Cests charged by affiliated cempanies

M1V Networks Productions B.V. 3.687 14.076

M1V Networks Europe 7.195 o
Nickelodeon Intemational Ltd. o 315
M1V Networks Belgium BVBA 577 2.324
The Box Holland B.V. 2.684 2.459
M1V Networks International 916 o
15.059 19.174

29
MTV Networks B.V.
AMSTERDAM

Amsterdam. 26 maart 2009

Affourtit,

Currell, J.R.

MTV Networks B.v.

ti. Neveritaweg 6
1033 WC AMSTERDAM

30
MTV Networks B.V.
AMSTERDAM (in '000)

Other information

Appropriation of net result

In accordance with the company's articles of association, the result for the year is at the disposition of the
shareholders at the Annual General Meeting.

Proposed profit appropriation

The Directors pro pose is to add the profit of € 3.888.000 to retained earnings. This proposal has already
been reflected in the financial statements.

Auditors' report

The auditor's report is included on page 32.

Amsterdam, March 26, 2009

31
 PrlcewaterhouseCoopers
Accountants N.V.
Newtonlaan 205
To the General Meeting of Shareholders of MTV Networks B.V. 3584 BH Ulrecht
P.O. Box 65096
3508 AB Utrecht
The Nelherlands
Telephone +31 (30) 21915 00
Facsimile +31 (30) 2191555
Auditor's report

Report on the financial statements

We have audited the accompanying financial statements 2007 of MTV Networks B.v.
("the Company"), as set out on pages 6 to 30 which comprise the balance sheet as at 31
December 2007, the profil and loss account for the year then ended and the notes.

The direclars' respansibilily

The directars of the Company are responsible for the preparation and fair presentation of
the financial statements and for the preparation of the directors' report, both in accordance
with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes:
designing, implementing and maintaining internal control relevant to the preparation and
fair presentation of the financial statements that are free from material misstatement,
whether due to fraud or error; selecting and applying appropriate accounting policies; and
making accounting estimates that are reasonable in the circumstances.

Audilar's respansibility
Our responsibility is to express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with Dutch law. This law requires that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance
whether the financial statements are tree from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selecled depend on the auditor's
judgment, including the assessment of the risks of material misstatement of the financial
statements, wh ether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the company's preparation and fair presentation of
the financial statements in order to design audit procedures th at are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the company's internal contro!. An audit also includes evaluating the apprapriateness of
accounting policies used and the reasonableness of accounting estimates made by the
directors, as weil as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our qualified audit opinion.

Basis far qualified apinian

The notes to the financial statements do not disclose the remuneration of directors and
former directors which constitutes a departure from 2:383 sub 1 of the Netherlands Civil
Code.

PricewalerhouseCoopers Is Ihe !rade name of among etherS the following companies: PficewaterhouseCoopers Accountants N.V. (Chamber
of Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N,V. (Chamber of Commerce 34180284), PricewalerhouseCoopers
Advlsory N.V. (Chambor of Commerce 34180287) and PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289). Tho services
randerad by these companies are govemed by General Terms & Conditions. which include provisions regarding our liability. These General
Terms & Conditions are filed with the Amsterdam Chamber of Commerce and can also ba viewed at www.pwc.comlnl
 Qualified opinion
In our opinion, except for the effect of the matter described in the 'Basis for qualified
opinion' paragraph, the financial statements give a true and fair view of the financial
position of MTV Networks S.v. as at 31 December 2007, and of its results for the year
then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code.

Report on other legal and regulatory requirements

Pursuant to Ihe legal requiremenl under 2:393 sub 5f of Ihe Nelherlands Civil Code, we
report, to the exlenl of our compelence, thai the directors' report is consistent wilh the
financial statements as required by 2:391 sub 4 of the Nelherlands Civil Code.

Utrecht, 26 March 2009

PricewaterhouseCoopers Accountants N.v.

Original has been signed by drs. J. W Middelweerd RA

Auditor's report MTV Networks B.v. 2/2

BET NE}.WORKS
MHNETWORKS
PARAMOUNT PICTURES

VIACOM GLOBAL INETHERLANDSI B.V.

P.O. BOX 59228,1040 KE AMSTERDAM
NARITAWEG 207, 1043 CB AMSTERDAM
11 MEI 2009
THE NETHERLANDS
T +31 101204873870
F +31 101206866500

3?> '25':)--z,b't
OPHANDEL EN FABRIEKEN
KAMER VAN KO
Amsterdam, 7 mei 2009 VOO,? AMSTERDAM: GEDEPONEERD ):\11

31 D05SIERNR,:
t'J.~ ,
BOEKJAAR: ",VU
1 OMVANG: I-I
SOORT:
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Kamer van Koophandel Amsterdam E,B, A 1. AVA: () '1 f D ') / 'i2oD ' )
Handelsregister
De Ruyterkade 5
1013 AA AMSTERDAM

Geachte heer, mevrouw,

Hierbij stuur ik u de jaarrekening van het jaar eindigend op 31 december 2007 van de
hieronder genoemde vennootschap:

• MTV Networks BV

De stukken zijn vastgesteld op maandag 4 mei 2009.

Mochten er nog vragen zijn, neemt u dan gerust contact met me op.

Secretaresse van Linda Kirby

Tel.: 020-4873873
Fax: 020-6866500
SvE / V 3408

CHAMBER OF COMMERCE REGISTRATION NUMBER 34235952

VAT REGISTRATION NUMBER NLB15Q28507BOl